§414-122  Special meeting.  (a)  A
corporation shall hold a special meeting of shareholders:



(1)  On call of its board of directors or the person
or persons authorized to do so by the articles of incorporation or bylaws; or



(2)  If the holders of at least ten per cent of all
the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting sign, date, and deliver to the corporation's secretary
one or more written demands for the meeting describing the purpose or purposes for
which it is to be held.



(b)  If not otherwise fixed under section
414-123 or 414-127, the record date for determining shareholders entitled to
demand a special meeting is the date the first shareholder signs the demand.



(c)  Special shareholders' meetings may be held
in or out of this State at the place stated in or fixed in accordance with the
bylaws.  If no place is stated in or fixed in accordance with the bylaws,
special meetings shall be held at the corporation's principal office. 
Notwithstanding the foregoing, the bylaws may authorize the board of directors,
in its sole discretion, to determine that the special meeting shall not be held
at any place, but may instead be held solely by means of remote communication
as authorized by section 414-121(c).



(d)  Only business within the purpose or
purposes described in the meeting notice required by section 414-125(c) may be
conducted at a special shareholders' meeting. [L 2000, c 244, pt of §1; am L
2002, c 130, §15]